Governance

Key Takeaways

• Corporate governance establishes the structures, policies, and processes through which corporations are directed and controlled.
• Directors and officers have legal duties that influence corporate decision-making, oversight, and accountability.
• Clear governance policies and shareholder agreements can reduce conflicts and support effective business management.
• Corporations must comply with applicable federal or provincial corporate legislation, including requirements concerning records, filings, and corporate decision-making.
• Early legal guidance can help businesses strengthen governance practices, protect stakeholder interests, and prevent costly disputes.

Corporate Governance & Corporate Law Representation

Corporate governance affects nearly every aspect of business management, from major strategic decisions and financial oversight to shareholder relations and regulatory obligations.

At Ivy Law, we understand that effective governance requires more than meeting statutory requirements. It involves establishing practical structures that promote accountability, transparency, and responsible decision-making.

Our lawyers work with corporations of different sizes and ownership structures to develop governance arrangements that reflect their business objectives and legal obligations.

We assist directors, officers, shareholders, and business owners with understanding their responsibilities, documenting corporate decisions, managing potential conflicts, and addressing governance challenges.

Whether you’re establishing a new corporation, restructuring an existing business, or resolving disagreements within corporate leadership, our team provides practical legal guidance tailored to your organization.

Understanding Corporate Governance in Alberta & British Columbia

Corporate governance refers to the legal and organizational framework used to direct, manage, and oversee a corporation.

In Canada, corporations may be governed by federal legislation, such as the Canada Business Corporations Act, or applicable provincial legislation, including Alberta’s Business Corporations Act and British Columbia’s Business Corporations Act.

Important governance considerations include:

• Board of Directors: Establishing board composition, authority, decision-making procedures, and oversight responsibilities.
• Director & Officer Duties: Understanding statutory and fiduciary obligations, including duties of care, loyalty, and acting in the corporation’s best interests.
• Shareholder Rights: Addressing voting rights, shareholder meetings, access to corporate information, and participation in significant corporate decisions.
• Corporate Bylaws & Policies: Developing internal rules governing meetings, appointments, voting procedures, and corporate administration.
• Shareholder Agreements: Establishing arrangements concerning ownership, voting, management, share transfers, and dispute resolution.
• Conflicts of Interest: Identifying and managing situations where personal interests may conflict with corporate responsibilities.
• Corporate Records & Compliance: Maintaining required corporate records, resolutions, registers, and statutory filings.
• Corporate Disputes & Remedies: Addressing disagreements involving directors, officers, shareholders, and allegations of unfair or oppressive conduct.

Governance requirements vary depending on the corporation’s jurisdiction of incorporation, ownership structure, and applicable legislation.

Private corporations, closely held businesses, and publicly traded companies may also face different governance expectations and regulatory requirements.

Our lawyers help clients understand these obligations and establish governance arrangements that support effective corporate management.

How We Help

• Advise on corporate governance structures and best practices
• Assist with board composition and governance procedures
• Explain director and officer duties and responsibilities
• Draft and review corporate bylaws
• Prepare shareholder and unanimous shareholder agreements
• Advise on shareholder voting and decision-making rights
• Assist with board and shareholder meetings
• Prepare corporate resolutions and governance documentation
• Review corporate records and statutory compliance requirements
• Advise on conflicts of interest and related-party transactions
• Develop and review corporate governance policies
• Assist with director and officer appointments and resignations
• Advise on corporate reorganizations and governance changes
• Address shareholder disagreements and ownership conflicts
• Evaluate oppression remedy and other corporate law claims
• Assist with director and officer liability concerns
• Negotiate governance-related settlements
• Represent clients in corporate governance disputes and litigation

The Corporate Governance Process

• Initial Consultation: Discuss your corporation’s structure, ownership, management arrangements, governance concerns, and business objectives.
• Governance Assessment: Review corporate records, bylaws, shareholder agreements, board procedures, and applicable statutory obligations.
• Legal & Risk Analysis: Identify governance gaps, potential conflicts, compliance concerns, and areas of legal exposure.
• Policy & Documentation Development: Prepare or revise governance documents, corporate policies, resolutions, and shareholder arrangements.
• Implementation & Corporate Compliance: Assist with adopting governance changes, documenting corporate decisions, and addressing relevant filing or procedural requirements.
• Ongoing Support & Dispute Resolution: Provide guidance on board decisions, shareholder matters, governance updates, and disputes that may arise.

Common Corporate Governance Matters

• Corporate governance structure and planning
• Board of directors’ responsibilities
• Director and officer fiduciary duties
• Corporate bylaws and governance policies
• Shareholder and unanimous shareholder agreements
• Shareholder voting and meeting procedures
• Board meetings and corporate resolutions
• Corporate records and minute books
• Annual corporate filings and compliance
• Director and officer appointments and resignations
• Conflicts of interest and related-party transactions
• Shareholder rights and minority shareholder protection
• Corporate ownership and management disputes
• Share transfer restrictions and governance provisions
• Corporate reorganizations and restructuring
• Director and officer liability matters
• Oppression remedy claims
• Corporate governance litigation and dispute resolution